-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DCG1XK0FGtFawZTCnY5u41pNn8+qf1rc3N2amRdqLA8XiE/q5PxAThXeVjxTHWFc t1Zi9SRYT4y96KvzC6Rjnw== 0001013816-07-000331.txt : 20070703 0001013816-07-000331.hdr.sgml : 20070703 20070703144213 ACCESSION NUMBER: 0001013816-07-000331 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070702 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070703 DATE AS OF CHANGE: 20070703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT NETWORK GROUP INC CENTRAL INDEX KEY: 0001094814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 481129619 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27617 FILM NUMBER: 07960038 BUSINESS ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9133459315 MAIL ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 8-K 1 form8k_070207.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 2, 2007 THE MANAGEMENT NETWORK GROUP, INC. (Exact name of company as specified in its charter) Delaware 0-27617 48-1129619 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 7300 College Boulevard, Suite 302, Overland Park, Kansas 66210 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (913) 345-9315 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On July 2, 2007, TMNG Global announced that Behrman Capital has completed a privately negotiated transaction under which a group of investment firms have acquired Behrman Capital's 34.9% interest in TMNG Global. Additional details regarding the transaction are provided in the press release attached as Exhibit 99.1 to this report. With the completion of the transaction, Grant G. Behrman and William M. Matthes, who are affiliated with Behrman Capital, are resigning from TMNG Global's Board of Directors. TMNG's Board will begin a search for independent directors to fill the vacancies left by the resignations of Messrs. Behrman and Matthes. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Number Description 99.1 Press release dated July 2, 2007. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE MANAGEMENT NETWORK GROUP, INC. Date: July 2, 2007 By: /s/ Donald E. Klumb ------------------------------------------ Donald E. Klumb Vice President and Chief Financial Officer EX-99 2 form8k_070207ex991.txt EXH. 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] CONTACT: The Management Network Group, Inc. Brainerd Communicators Janet Hall Michele Clarke (Media) Janet.Hall@tmng.com clarke@braincomm.com 800.876.5329 212.986.6667 Corey Kinger (Investors) kinger@braincomm.com 212.986.6667 TMNG Global Announces Sale by Significant Stockholder in Private Transaction Overland Park, KS - July 2, 2007 - TMNG Global (Nasdaq: TMNG), a leading provider of management consulting services to the global communications, media and entertainment industries, today announced that Behrman Capital has completed a privately negotiated transaction under which a group of investment firms acquired Behrman Capital's 34.9% interest in TMNG Global. TMNG was notified of the transaction by Grant G. Behrman, an independent director of TMNG and a principal of Behrman Capital. The group of investing firms is primarily made up of current holders of TMNG common stock. TMNG is not a party to and did not receive any proceeds from the sale of shares by Behrman Capital. With the completion of the transaction, Grant G. Behrman and William M. Matthes have stepped down from TMNG Global's Board of Directors. TMNG's Board of Directors will begin a search for independent directors to fill the vacancies left by the resignations of Messrs. Behrman and Matthes. Richard P. Nespola, Chairman and Chief Executive Officer of TMNG Global, commented, "This transaction represents an efficient transition of share ownership from our longtime private equity supporter to the institutional investment community, which we believe should ultimately diversify our common stock ownership and provide greater market liquidity in the trading of our shares. On behalf of the Company and the Board of Directors, I would like to express my sincere gratitude for Grant's and Bill's guidance and support as investors and directors of TMNG for the past 10 years." About TMNG Global TMNG Global (NASDAQ: TMNG) is a leading provider of professional services to the converging communications industry. Its companies, TMNG, CSMG Adventis, and Cartesian, and its base of over 500 consultants, have provided strategy, management, and technical consulting, as well as products and services, to more than 1200 communications service providers, entertainment, media, and technology companies and financial services firms worldwide. The company is headquartered in Overland Park, Kansas, with offices in Berlin, Boston, Chicago, London, New York, Shanghai and Washington, D. C. This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. In particular, any statements contained herein regarding expectations with respect to future stock market conditions, business, revenues or profitability are subject to known and unknown risks, uncertainties, and contingencies, many of which are beyond the Company's control, which may cause actual results, performance, or achievements to differ materially from those projected or implied in such forward-looking statements. Factors that might affect actual results, performance, or achievements include, among other things, any future sales of the stock purchased in the transaction, conditions in the telecommunications industry, overall economic and business conditions, the demand for the Company's services, and technological advances and competitive factors in the markets in which the Company competes. These risks and uncertainties are described in detail from time to time in TMNG's filings with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----